Exhibit (10)AA
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
FORM OF
STOCK PAYMENT AWARD AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Stock Payment Award Agreement is entered into as of {DATE 1} pursuant to
Article XI of the FNB Corporation 2006 Incentive Stock Plan (the "Plan") and
evidences the election of {NAME} (the "Participant") to receive certain
retainer and meeting attendance fees in the form of Stock ("Stock Payment
Award Shares").
1. Election: In consideration of the services rendered to FNB Corporation
(the "Company") and/or its Subsidiaries by the Participant as a member
of the Board of Directors of the Company or a Subsidiary and in
accordance with Article XI of the FNB Corporation 2006 Incentive Stock
Plan (the "Plan"), the Participant hereby elects to receive all
retainer and meeting attendance fees to be owed to the Participant for
calendar year ___________ (or the balance of the year after this
election is first made pursuant to the Plan) for service as a member of
the Board of Directors of the Company or any Subsidiary.
2. No Effect on Time of Taxation. The Participant agrees and acknowledges
that this election and Agreement does not change the time of taxation
of retainer and meeting attendance fees otherwise payable to the
Participant in cash.
3. Issuance of Stock Certificates/Dividend Payments: In accordance with
Article XI of the Plan, I hereby request the Company to take the
following action with respect to Shares of Stock to be issued to me in
connection with my Stock Payment Award for calendar year __________
following the Determination Date for such Shares:
_______ issue a stock certificate evidencing such Shares and
pay dividends thereon in cash as and when any such
dividends are declared and paid thereon to all
shareholders of record.
OR
_______ maintain a book-entry record evidencing such ▇▇▇▇▇▇
and reinvest dividends thereon as and when any such
dividends are declared and paid thereon to all
shareholders of record.
4. Voting, Dividends, and Other Ownership Rights. The Participant shall
have full ownership rights with respect to the Award Shares from and
after the Determination Date as of which the applicable Stock Payment
Award Shares are to be issued to the Participant.
5. Withholding Taxes. The Company shall have the right to retain and
withhold the amount of taxes required by any government to be withheld
or otherwise deducted and paid with respect to the Stock Payment Award
Shares. At its discretion, the Committee may require the Participant
to reimburse the Company for any such taxes required to be withheld by
the Company and may withhold any distribution in whole or in part until
the Company is so reimbursed. In lieu thereof, the Company shall have
the right to withhold from any other cash amounts due to or to become
due from the Company to the Participant an amount equal to such taxes
required to be withheld by the Company to reimburse the Company for any
such taxes; or to retain and withhold a number of Shares of Stock
having a Fair Market Value not less than the amount of such taxes, and
cancel any such Shares so withheld, in order to reimburse the Company
for any such taxes.
6. Compliance with Securities Laws. The Company covenants that it has in
effect an effective registration statement with the Securities and
Exchange Commission covering the Shares of Stock of the Company, which
are the subject of and are issued pursuant to this Agreement, except
where there is an applicable exemption from registration of such
Shares.
7. Administration. The Plan is administered by a Committee appointed by
the Company's Board of Directors. The Committee has the authority to
construe and interpret the Plan, to make rules of general application
relating to the Plan, to amend outstanding Awards, and to require of
any person receiving Stock pursuant to this Award, at the time of such
receipt, the execution of any paper or the making of any representation
or the giving of any commitment that the Committee shall, in its
discretion, deem necessary or advisable by reason of the securities
laws of the United States or any state, or the execution of any paper
or the payment of any sum of money in respect of taxes or the
undertaking to pay or have paid any such sum that the Committee shall,
in its discretion, deem necessary by reason of the Internal Revenue
Code or any rule or regulation thereunder or by reason of the tax laws
of any state. All such Committee determinations shall be final,
conclusive, and binding upon the Company and the Participant.
8. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
9. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives of
the respective parties.
10. Capitalized Terms. Capitalized terms in this Agreement have the
meaning assigned to them in the Plan, unless this Agreement provides,
or the context requires, otherwise.
To evidence their agreement to the terms, conditions, and restrictions, the
Company and the Participant have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________
Its:_______________________________
PARTICIPANT: ___________________________________
{NAME}